EXHIBIT 10.1 ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Title: EXHIBIT 10.1 ASSET PURCHASE AGREEMENT
Governing Law: New York Date: 4/29/2005
Industry: Personal Services Law Firm: Mayer, Brown, Rowe & Maw LLP; Adorno & Yoss, LLP Sector: Services

EXHIBIT 10.1

--------------------------------------------------------------------------------

ASSET PURCHASE AGREEMENT

between

RMK HOLDINGS, LLC,

LOGISOFT CORP.

and

ESTOREFRONTS.NET CORP.

Dated as of April 26, 2005

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TABLE OF CONTENTS

Page

ARTICLE 1 THE SALE.................................................1

1.1 Transfer of Assets...........................................1

1.2 Purchased Assets.............................................1

1.3 Retained Assets..............................................2

1.4 Assumption of Liabilities....................................2

1.5 Procedures for Contracts Not Transferable....................3

ARTICLE 2 PURCHASE PRICE; CLOSING..................................3

2.1 Purchase Price...............................................3

2.2 Manner of Payment............................................3

2.3 Allocation of Purchase Price.................................5

2.4 The Closing..................................................5

2.5 Deliveries by Sellers........................................5

2.6 Deliveries by Buyer..........................................6

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS................7

3.1 Organization.................................................7

3.2 Authorization; Enforceability................................7

3.3 Consent and Approvals; No Violations.........................7

3.4 Financial Statements.........................................8

3.5 Absence of Certain Changes or Events.........................8

3.6 Real Property................................................8

3.7 Zoning and other Governmental Actions........................9

3.8 Assumed Contracts............................................9

3.9 Litigation...................................................9

3.10 Taxes.......................................................10

3.11 Compliance with Laws........................................10

3.12 Title to Assets.............................................11

3.13 Environmental Matters.......................................11

3.14 Liabilities.................................................12

3.15 Sufficiency/Condition of Purchased Assets...................12

3.16 Permits.....................................................12

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TABLE OF CONTENTS

Page

3.17 Employment Matters..........................................13

3.18 Insurance...................................................13

3.19 Accounts Receivable.........................................14

3.20 Full Disclosure.............................................14

3.21 Brokers.....................................................14

3.22 Intellectual Property Assets................................14

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER.................15

4.1 Organization................................................15

4.2 Authorization; Enforceability...............................15

4.3 Consents and Approvals......................................15

4.4 Litigation..................................................15

4.5 Knowledge of Breach by Sellers..............................15

ARTICLE 5 COVENANTS OF THE PARTIES................................16

5.1 Conduct of Business.........................................16

5.2 Financial Statements........................................16

5.3 Access to Information.......................................16

5.4 Further Assurances..........................................16

5.5 Consummation of Agreement...................................17

5.6 Employees; Employee Benefits................................17

5.7 Use of Certain Names........................................17

5.8 Balance Sheet Accruals......................................17

5.9 Use of Proceeds.............................................17

5.10 No Other Negotiations.......................................18

ARTICLE 6 CLOSING CONDITIONS......................................18

6.1 Mutual Conditions...........................................18

6.2 Conditions to the Obligations of Sellers....................18

6.3 Conditions to the Obligations of Buyer......................18

ARTICLE 7 LIMITED SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION....19

7.1 Survival of Representations.................................19

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TABLE OF CONTENTS

Page

7.2 Sellers' Agreement to Indemnify.............................20

7.3 Buyer's Agreement to Indemnify..............................20

7.4 Limitations.................................................21

7.5 Third-Party Claims..........................................21

7.6 Exclusive Remedy............................................22

7.7 Arbitration; Jurisdiction; Service of Process...............22

ARTICLE 8 TERMINATION.............................................23

8.1 Termination.................................................23

8.2 Procedure and Effect of Termination or Failure to Close.....24

ARTICLE 9 MISCELLANEOUS PROVISIONS................................24

9.1 Expenses and Prorations.....................................24

9.2 Amendment and Modification..................................25

9.3 Waiver of Compliance; Consents..............................25

9.4 Notices.....................................................25

9.5 Binding Agreement; Assignment...............................26

9.6 No Rights in Third Parties..................................26

9.7 Governing Law...............................................26

9.8 Counterparts................................................26

9.9 Interpretation..............................................26

9.10 Confidentiality.............................................26

9.11 Entire Agreement............................................27

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Exhibits

Exhibit A December 31, 2004 Balance Sheet

Exhibit B Form of Bill of Sale

Exhibit C Form of Assignment and Assumption of Agreement

Exhibit D Confidentiality Agreement

Exhibit E Noncompetition Agreement

Schedules

Schedule 1.2(a) Tangible Personal Property

Schedule 1.2(b) Assumed Contracts

Schedule 1.2(c) Intellectual Property Assets

Schedule 1.2(d) Leased Real Property

Schedule 1.2(e) Accounts Receivable

Schedule 1.3 Retained Assets

Schedule 3.4 Financial Statements

Schedule 3.5 Certain Changes or Events

Schedule 3.7 Zoning and Other Governmental Actions

Schedule 3.8 Assumed Contracts

Schedule 3.9 Litigation

Schedule 3.12 Title to Assets

Schedule 3.13 Environmental Matters

Schedule 3.14 Liabilities

Schedule 3.15 Inventory not owned by Seller

Schedule 3.16 Permits

Schedule 3.17(a) Employees

Schedule 3.17(b) Employment Matters

Schedule 3.18 Insurance

Schedule 3.21 Brokers

Schedule 3.22 Marks and Trade Names

Schedule 6.3 Conditions to the Obligations of Buyer

Schedule 6.3(d) Key Employees

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<PAGE>

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (as amended, supplemented or modified from

time to time, this "Agreement"), dated as of April 26, 2005, is by and between

LOGISOFT CORP., a New York corporation ("Logisoft"), ESTOREFRONTS.NET CORP., a

New York corporation ("eStorefronts" and, together with Logisoft, the "Sellers")

and RMK HOLDINGS, LLC, a Delaware limited liability company ("Buyer") (each is

sometimes referred to herein individually as a "Party" and, collectively, are

sometimes referred to as the "Parties"). Capitalized terms used in this

Agreement have the meanings given to them in Appendix I.

Statement of Purpose

Sellers currently conduct a business which consists of reselling computer

software and hardware, sales, design, hosting and maintenance of internet and

intranet websites, information technology consulting and ecommerce software

development and consulting (the "Business"). Buyer desires to purchase

substantially all of the assets of Sellers from Sellers and to assume certain

liabilities relating to the Business, and Sellers desire to sell such assets and

transfer such liabilities to Buyer, all subject to the terms and conditions set

forth in this Agreement.

AGREEMENT

The Parties hereby agree as follows:

ARTICLE 1

THE SALE

1.1 Transfer of Assets . Upon the terms and subject to the conditions of

this Agreement, Sellers hereby agree, at the Closing, to sell, transfer, convey,

assign and deliver to Buyer, and Buyer hereby agrees, at the Closing, to

purchase and accept from Sellers, all of the assets, rights and properties used

or usable in connection with the Business, including the assets referred to in

Section 1.2 below, other than the Retained Assets (the "Purchased Assets").

1.2 Purchased Assets. Upon the terms and subject to the conditions of this

Agreement, Sellers hereby agree, at the Closing, to sell, transfer, convey,

assign and deliver to Buyer, and Buyer hereby agrees, at the Closing, to

purchase and accept from Sellers, all right, title and interest in and to any

and all assets, rights and properties of Sellers, other than the Retained

Assets, including:

(a) all of the tangible personal property of Sellers used in connection

with the Business, including all machinery, equipment, supplies, spare parts,

inventories, raw materials, vehicles, furniture, computers, computer software,

computer data, office equipment, marketing materials and fixtures, including the

tangible personal property set forth on Schedule 1.2(a);

(b) all contracts, personal property leases, rental agreements, tenancies,

licenses, engagements and commitments, whether written or oral, expressed or

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implied, entered into in connection with the Business (the "Assumed Contracts"),

including the Assumed Contracts set forth on Schedule 1.2(b);

therewith, licenses and sublicenses granted and obtained with respect thereto,

all rights thereunder, remedies against infringement thereof and rights to

protection of interest therein under Applicable Law, including the Intellectual

Property Assets set forth on Schedule 1.2(c);

(d) all of the real property that is leased or subleased by Sellers and

used or held for use in connection with the Business, including all of Sellers'

right, title and interest, duties and future obligations as lessee in and to the

leases listed on Schedule 1.2(d) (the "Leased Real Property");

(e) all accounts receivable relating to the operation of the Business

outstanding as of the Closing Date, including the accounts receivable set forth

in Schedule 1.2(e);

(f) all capital stock, membership interests or other equity securities of

the Subsidiaries and all corporate or limited liability company looks and

records of the Subsidiaries;

(g) all prepaid items;

(h) all permits, licenses or authorizations necessary or desirable for the

operation of the Business to the extent assignable (the "Permits");

(i) all intangible property and goodwill associated with the Business;

(j) all cash of the Business (the "Cash");

(k) all rights, claims, causes of action and suits that Sellers may have

against third parties relating to any of the foregoing; and

(l) all files, records, documents, data, plans, proposals, manuals,

warranties, books and other documentation relating to any of the foregoing.

1.3 Retained Assets. The Purchased Assets shall not include any of the

assets, rights or properties of Sellers described on Schedule 1.3 (the "Retained

Assets"), all of which shall be retained by Sellers.

1.4 Assumption of Liabilities. Buyer will assume and thereafter in

accordance with their terms pay, perform, and discharge all liabilities and

obligations of Sellers arising out of, or incurred under, the terms of, or in

connection with (a) the Assumed Contracts; (b) accounts payable of Sellers

incurred by Sellers in the ordinary course of business as set forth on the Final

Closing Balance Sheet (other than intercompany payables); (c) the liability of

Sellers for accrued vacation time of Buyer's Employees in the amounts set forth

in Schedule 3.17(a); and (d) other liabilities set forth on the Final Closing

Balance Sheet (other than intercompany liabilities) (the "Assumed Liabilities").

Except for the Assumed Liabilities, Buyer shall not assume, take subject to or

be liable for any liabilities or obligations of any kind or nature, whether

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absolute, contingent, accrued, known or unknown, of the Business, Sellers or any

affiliate of Sellers (including the Subsidiaries) (the "Retained Liabilities"),

and Sellers shall retain, pay and perform all of such Retained Liabilities. For

the avoidance of doubt, Assumed Liabilities shall not include any liability for

Taxes with respect to the Pre-Closing Tax Period and the Keltic Line of Credit.

1.5 Procedures for Contracts Not Transferable. Except as set forth on

Schedule 3.8, to the extent the assignment of any Assumed Contract and the

related assumption by Buyer of the obligations thereunder as contemplated hereby

requires the consent of any third-party thereto and such consent is not obtained

on or prior to the Closing Date, Buyer and Sellers agree to use their

commercially reasonable efforts to obtain such consent within the thirty-day

period following the Closing Date. To the extent any such required consent is

not so obtained with respect to any Assumed Contract, Buyer and Sellers agree to

use their commercially reasonable efforts to provide for Buyer to obtain all of

the practical benefit of the rights arising under such Assumed Contract on or

after the Closing Date (whether by subcontracting or otherwise). To the extent

Buyer receives such practical benefit, Buyer will assume and perform the

obligations under such Assumed Contract in accordance with the provisions of

Section 1.4. To the extent Buyer has not been provided with such rights and

benefit on or before the sixtieth day following the Closing Date, the rights and

benefits with respect to such Assumed Contract shall not be a Purchased Asset

and the corresponding obligations and liabilities with respect to such Assumed

Contract shall not be assumed by Buyer pursuant to Section 1.4, unless Buyer and

Sellers agree otherwise in writing. With respect to the Leased Real Property, to

the extent one or more of the leases thereof are not assigned or subleased to

Buyer according to the terms of such lease (including any required consent of

the landlord or lessor thereof), Buyer shall and perform Sellers' obligations

thereunder so long as Buyer has quiet enjoyment and undisturbed possession of

such Leased Real Property, and in the event Buyer does not have quiet enjoyment

and undisturbed possession of such Leased Real Property, such lease or leases

shall not be an Assumed Contract and Buyer shall not assume or perform any of

Sellers' obligations thereunder from and after the termination of Buyer's quiet

enjoyment and undisturbed possession.

ARTICLE 2

PURCHASE PRICE; CLOSING

2.1 Purchase Price. In consideration of the transfer to Buyer of the

Purchased Assets and the Assumed Liabilities and the performance by Sellers of

their obligations under this Agreement, and subject to the terms and conditions

hereof, Buyer shall pay to Sellers an amount (the "Purchase Price") equal to

$1,400,000.00 plus an amount equal to the Net Book Value as of the Closing.

2.2 Manner of Payment. The Purchase Price shall be paid as follows:

(a) No later than the five business days prior to the Closing Date,

Sellers shall deliver to Buyer (i) a balance sheet of Logisoft as of April 22,

2005 (the "Draft Closing Balance Sheet") prepared in accordance with GAAP

(except for the exclusion of other financial statements and the notes required

by GAAP), and (ii) based on the Draft Closing Balance Sheet, a schedule setting

forth the good faith estimate of Sellers of the Purchase Price (the "Estimated

Purchase Price"), which shall describe in reasonable detail the amount of the

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Net Book Value as of March 31, 2005. Buyer shall be entitled to request, and

Sellers shall provide, all information reasonably required by Buyer to confirm

that the Draft Closing Balance Sheet has been prepared in accordance with GAAP

and the accuracy of the information set forth in the Draft Closing Balance Sheet

and such schedule. Subject to the foregoing, upon the terms and subject to the

conditions of this Agreement, at the Closing Buyer shall pay to Sellers an

amount equal to the Estimated Purchase Price less the Escrow Amount by wire

transfer of immediately available funds to an account or accounts designated in

writing by Sellers at least two business days prior to the Closing Date.

(b) Within 45 days after the Closing Date, Buyer shall provide to Sellers

(i) a balance sheet of Logisoft as of 12:00:00 A.M. on the Closing Date, (the

"Final Closing Balance Sheet") prepared in accordance with GAAP (except for the

exclusion of other financial statements and the notes required by GAAP), and

(ii) based on the Final Closing Balance Sheet, a schedule setting forth the

Purchase Price, which shall describe in reasonable detail the amount of the Net

Book Value as of 12:00:00 A.M. on the Closing Date. Sellers shall be entitled to

request, and Buyer shall provide, all information reasonably required by Sellers

to confirm that the Final Closing Balance Sheet has been prepared in accordance

with GAAP and the accuracy of the information set forth in the Final Closing

Balance Sheet and such schedule. The Draft Closing Balance Sheet and the Final

Closing Balance Sheet shall be in similar form to the Company's balance sheet as

of December 31, 2004, which for reference is attached hereto as Exhibit A.

and binding on all Parties unless Sellers object thereto by giving written

notice (the "Purchase Price Objection Notice") to Buyer prior to 5:00 p.m.,

Charlotte, North Carolina time, on or before the tenth day after Buyer has

delivered the Final Closing Balance Sheet to Sellers. The Purchase Price

Objection Notice shall set forth in reasonable detail the basis for Sellers'

objections. If Buyer and Sellers are unable to resolve the disagreement within

10 days after delivery of the Purchase Price Objection Notice, Buyer and Sellers

shall engage a mutually acceptable certified public accounting firm to resolve

the issue(s) in dispute. If Buyer and Sellers are unable to agree on an

accounting firm within 15 days after Sellers deliver the Purchase Price

Objection Notice, Buyer shall provide Sellers with a list of two certified

public accounting firms within five days thereafter, and Sellers shall select

one such firm to resolve the dispute and shall notify Buyer of the selection in

writing within five days of receiving the list. The accounting firm's review

shall be limited in scope to the disputed issue(s) or amount(s), and the

accounting firm shall not have the power to alter, modify, amend, add to or

subtract from any term or provision of this Agreement. Buyer and Sellers shall

instruct the accounting firm to render its decision within 30 days of its

engagement, and such accounting firm's determination shall be final and binding

on Buyer and Sellers. Buyer and Sellers shall each pay one half of the fees and

expenses of the accounting firm unless such accounting firm determines that

Buyer's calculation of the Purchase Price is understated by 10.0% or more, in

which case Buyer shall pay for the fees and expenses of such accounting firm.

(d) Within five business days after the Purchase Price is deemed final and

binding as provided in Section 2.2(c), (i) if the Purchase Price exceeds the

Estimated Purchase Price, then Buyer shall pay to Sellers such excess, by wire

transfer of immediately available funds to an account or accounts that Sellers

shall designate in writing, and (ii) if the Estimated Purchase Price exceeds the

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Purchase Price, then Sellers and Parent, jointly and severally, shall pay to

Buyer such excess, by wire transfer of immediately available funds to an account

or accounts that Buyer shall designate in writing.

(e) The New York State Department of Taxation and Finance (the "Tax

Department") has issued two Notices of Claim to Purchaser in respect of the

transactions contemplated by this Agreement. The Parties have agreed that Seller

shall withhold the Escrow Amount in order to protect Buyer against Sellers'

nonpayment of any liability imposed by the Tax Department. Upon the earlier of

(i) receipt from a New York State official of a determination by the Tax

Department of the Sellers' liability in respect of sales Taxes for the

Pre-Closing Tax Period and Buyer's receipt of written confirmation of Sellers'

payment of the full amount of such liability or (ii) an agreement among the

parties, Buyer shall pay to Seller an amount equal to the Escrow Amount by wire

transfer of immediately available funds to an account or accounts designated in

writing by Sellers. In the event Sellers do not pay the full amount of the

liability to the Tax Department when due, Buyer shall be entitled to remit to

the Tax Department the amount of such nonpayment by Sellers up to the Escrow

Amount. For the avoidance of doubt, (x) Sellers shall be liable for the full

amount of the liability determined by the Tax Department, (y) in the event the

liability determined by the Tax Department exceeds the Escrow Amount and Buyer

has paid the Escrow Amount to the Tax Department, Sellers shall be liable for

and shall pay the Tax Department such excess and (z) upon payment by Buyer of

the tax liability to the Tax Department, any portion of the Escrow Amount held

by Buyer in excess of the amount paid by Buyer to the Tax Department shall

promptly be paid by Buyer to Sellers.

2.3 Allocation of Purchase Price. As promptly as practicable, but in any

event, within 30 days of the final determination of the Purchase Price, Buyer

shall cause to be prepared and deliver to Sellers a schedule of its proposed

allocation (the "Allocation Schedule") for tax purposes of the Purchase Price

plus the Assumed Liabilities among the Purchased Assets. The Allocation Schedule

shall be conclusive and binding on Sellers and Buyer, unless Sellers provide

Buyer with a notice of objection (the "Objection Notice") within 30 days after

Sellers' receipt of the Allocation Schedule, which notice shall state the

allocation proposed by Sellers (the "Seller Allocation Schedule"). Buyer shall

have 15 days from receipt of the Objection Notice to accept or reject the Seller

Allocation Schedule. The Seller Allocation Schedule shall be conclusive and

binding on Sellers and Buyer unless Buyer provides Sellers with notice of

objection within 15 days after receipt of the Seller Allocation Schedule. In the

event that Buyer and Sellers are unable to agree on an allocation after good

faith negotiations, then Buyer and Sellers agree to be bound by an appraisal of

such assets by an independent nationally recognized firm of valuation experts

mutually acceptable to Sellers and Buyer. The cost of such appraisal shall be

borne equally by Sellers and Buyer. Such appraisal shall be conclusive and

binding for the purposes of this Section 2.3 on Sellers and Buyer. Following any

adjustment to the Purchase Price, Buyer and Sellers shall revise such

allocations in a fashion consistent with the agreed-upon allocation. Sellers and

Buyer agree to file all income Tax Returns or reports, including without

limitation IRS Form 8594, for their respective taxable years in which the

Closing occurs, to reflect the agreed-upon allocation (as such schedule may be

revised in accordance with this Section 2.3) and agree not to take any position

inconsistent therewith before any governmental authority charged with the

collection of any Tax or in any judicial proceeding.

2.4 The Closing. The closing of the transactions contemplated by this

Agreement (the "Closing") shall take place at the offices of Mayer, Brown, Rowe

<PAGE>

& Maw LLP in Charlotte, North Carolina, at 11:00 A.M., local time, on April 26,

2005, or on such other date or at such other time or place as may be mutually

agreeable to the Parties (such selected date, the "Closing Date").

2.5 Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause

to be delivered, to Buyer the following:

(a) one or more bills of sale substantially in the form of Exhibit B (the

"Bill of Sale") executed by Sellers;

(b) one or more assignment and assumption agreements substantially in the

form of Exhibit C (the "Assignment and Assumption Agreement") executed by

Sellers;

to Buyer (the "Assignment of Lease") executed by Logisoft, conveying to Buyer

leasehold title to the Leased Real Property, without any exceptions other than

Permitted Liens;

(d) a noncompetition agreement substantially in the form of Exhibit E (the

"Noncompetition Agreement"), executed by Sellers and Parent;

(e) a guarantee agreement executed by Parent pursuant to which Parent will

agree to fully and unconditionally guarantee the payment and performance of all

liabilities and obligations of Sellers under this Agreement and any related

agreement;

(f) an updated Schedule 3.14 as of the Closing Date listing all

liabilities of Sellers and the then current balance, accrued interest through

the Closing Date and prepayment and other costs or expenses payable by Sellers

in connection with the such liabilities;

(g) copies, certified by an officer of Sellers, of (w) the articles of

incorporation of Sellers, certified as of a recent date by the New York

Secretary of State, (x) Sellers' bylaws, (y) resolutions of the board of

directors and shareholders of Sellers authorizing the execution, delivery and

performance of this Agreement, of all instruments and documents to be delivered

in connection herewith and the transactions contemplated hereby, and (z) a

certificate of existence as of recent date of Sellers issued by the New York

Secretary of State;

(h) certificates representing all capital stock or membership interests of

the Subsidiaries, duly endorsed from transfer to Buyer;

(i) the certificate described in Section 6.3(a);

(j) title documentation for any titled vehicles included in the Purchased

Assets, duly endorsed for transfer;

(k) evidence of the transfer of the Cash from Sellers to Buyer;

(l) evidence of the release of the personal guarantee of the Letters of

Credit as provided in Section 5.9; and

<PAGE>

(m) all other documents, certificates, instruments and writings required

hereunder to be delivered to Buyer, or as may reasonably be requested by Buyer

for the purpose of (i) evidencing the accuracy of any of Sellers'

representations and warranties, (ii) evidencing the performance by Sellers of,

or compliance by Sellers with, any covenant or obligation required to be

performed or complied with by Sellers, (iii) evidencing the satisfaction of any

condition referred to in this Agreement or (iv) otherwise facilitating the

consummation or performance of the transactions contemplated by this Agreement.

2.6 Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to

be delivered, to Sellers the following:

(a) payment of the Purchase Price in accordance with Section 2.2(a);

(b) the Assignment and Assumption agreement executed by Buyer;

(d) the Noncompetition Agreement, executed by Buyer;

(e) copies, certified by a Manager of Buyer, of (i) Buyer's operating

agreement, (ii) Buyer's certificate of formation, certified as of a recent date

by the Delaware Secretary of State, (iii) resolutions of the managers and

members of Buyer authorizing the execution, delivery and performance of this

Agreement, of all instruments and documents to be delivered in connection

herewith and the transactions contemplated hereby, and (iv) a certificate of

existence as of recent date of Buyer issued by the Delaware Secretary of State;

(f) the certificate described in Section 6.2(a); and

(g) all other documents, certificates, instruments and writings required

hereunder to be delivered to Sellers, or as may reasonably be requested by

Sellers for the purpose of (i) evidencing the accuracy of any of Buyer's

representations and warranties, (ii) evidencing the performance by Buyer of, or

compliance by Buyer with, any covenant or obligation required to be performed or

complied with by Buyer, (iii) evidencing the satisfaction of any condition

referred to in this Agreement or (iv) otherwise facilitating the consummation or

performance of the transactions contemplated by this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers jointly and severally represent and warrant to Buyer as follows:

3.1 Organization. Each Seller is a corporation company duly organized,

validly existing and in good standing under the laws of the State of New York.

Sellers have the requisite power and authority to own, lease and operate their

assets, and to carry on their business as now being conducted. Each of the

Subsidiaries is a limited liability company duly formed under the laws of its

jurisdiction of formation.

<PAGE>

3.2 Authorization; Enforceability. Sellers have the requisite corporate

power and authority to execute and deliver this Agreement and to consummate the

transactions contemplated hereby. The execution and delivery of this Agreement

and the consummation of the transactions contemplated hereby by Sellers have

been duly and validly authorized by all necessary action on the part of Sellers,

and this Agreement has been duly and validly executed and delivered by Sellers

and constitutes a legal, valid and binding obligation of Sellers enforceable

against Sellers in accordance with its terms, except as enforcement may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium or

similar laws affecting the rights of creditors generally or the fact that

specific performance is a remedy within the discretion of any court.

3.3 Consent and Approvals; No Violations. No permit, consent, approval or

authorization of, or declaration to or filing with, any governmental or

regulatory authority is required in connection with any aspect of the execution,

delivery and performance of this Agreement. The execution, delivery and

performance of this Agreement by Sellers will not (a) conflict with any

provision of the articles of incorporation or bylaws of Sellers or with the

articles of organization or operating agreement of the subsidiaries, (b) result

in a default (or give rise to any right of termination, cancellation or

acceleration) under any of the terms, conditions or provisions of any note,

bond, mortgage, indenture, agreement, lease or other instrument or obligation

relating to the Purchased Assets or to which any of the Purchased Assets may be

subject, except for such defaults (or rights of termination, cancellation or

acceleration) as to which requisite waivers or consents have been obtained, (c)

result in the creation or imposition of any lien, security interest, pledge,

mortgage, claim, option, lease or sublease, conditional sales agreement, title

retention agreement, charge, restriction, title exception or other encumbrance

("Liens") on any Purchased Asset pursuant to any indenture, mortgage, deed of

trust, lease, note, or other contract, agreement or instrument to which either

Seller is a party or to which any of the Purchased Assets may be subject, or (d)

violate any law, statute, rule, regulation, order, writ, injunction or decree of

any federal, state or local governmental authority or agency ("Laws").

3.4 Financial Statements. Attached as Schedule 3.4 are (i) the balance

sheet and related statements of income and shareholders' equity of Logisoft for

the fiscal years ended June 30, 2003, and June 30, 2004, and (ii) the unaudited

balance sheet and related statements of income and shareholder's equity of

Logisoft as of February 28, 2005 (the "Interim Financial Statements" and

collectively with item (i) the "Financial Statements"). The Financial Statements

fairly present the results of operations and financial condition of Sellers as

of the dates and for the periods referred to in the Financial Statements in

accordance with GAAP consistently applied throughout the periods involved,

except, in the case of the Interim Financial Statements, for the absence of

notes and subject to normal year-end adjustments.

3.5 Absence of Certain Changes or Events. Except as set forth on Schedule

3.5, since December 31, 2004, Sellers have conducted their business only in the

ordinary course and there has been no (i) damage, destruction or casualty loss,

whether covered by insurance or not, affecting the Purchased Assets or the

Business; (ii) entry into, termination of (except by reason of the occurrence of

a contractually specified termination date), receipt of notice of termination of

or amendment to any contract or license or permit to which either Seller is a

party; (iii) creation of, or assumption of, any Lien upon any of the Purchased

<PAGE>

Assets; or (iv) sale, assignment, lease, transfer or other disposition of any of

the assets of the Business (other than the sale of inventory in the ordinary

course of business).

3.6 Real Property.

(a) Each lease agreement with respect to the Leased Real Property is

identified on Schedule 1.2(d). Each such lease agreement grants Logisoft the

exclusive right to occupy the demised premises thereunder, and Logisoft enjoys

peaceful and undisturbed possession under each such lease of the Leased Real

Property. Logisoft has good and valid title to the leasehold estate under each

such lease of the Leased Real Property, free and clear of all of the Liens, and,

to the Logisoft's knowledge, the landlord under each such lease has valid, good

and marketable fee simple title to all the real property that is the subject of

such lease, free and clear of all of the Liens other than liens for taxes not

yet due and payable and mortgage Liens that are subject to a nondisturbance

agreement pursuant to which the lender holding such mortgage Lien has agreed in

writing that the leasehold interest of Logisoft in such property shall not be

disturbed upon any foreclosure of such lien, any conveyance in lieu of

foreclosure or the exercise of any other right or remedy available to such

lender. Logisoft has delivered or made available to Buyer copies of the leases

and other instruments (whether or not recorded) by which Logisoft acquired such

Leased Real Property interests, and copies of all title insurance policies,

opinions, abstracts and surveys in the possession of Logisoft and relating to

such leasehold property or interests.

(b) Sellers do not own or hold, and are not obligated under or a party to,

any option, right of first refusal or other contractual right to purchase,

acquire, sell or dispose of the Property, or any portion thereof or interest

therein.

subcontractor or materialmen for labor or materials performed, rendered or

supplied to or in connection with the Property, and there is no construction or

other improvement work being done at nor are there any construction or other

improvement materials being supplied to the Property.

3.7 Zoning and other Governmental Actions. Except as identified on

Schedule 3.7, to the knowledge of Sellers, (i) the zoning of the Leased Real

Property permits the presently existing improvements and the continuation of the

Business presently being conducted on the Leased Real Property as a conforming

use, (ii) there are no pending changes in laws (including zoning) that will

render any part of the Business as presently conducted illegal, and (iii) there

is no plan, study or effort by any governmental authority or any Person that in

any way would materially and adversely affect all or any portion of the

Purchased Assets.

3.8 Assumed Contracts. Sellers have delivered to Buyer a true and correct

copy of each written Assumed Contract and a summary of each oral Assumed

Contract. Schedule 3.8 contains an accurate and complete list of all of the

Assumed Contracts, whether oral or written. Each Assumed Contract is valid,

binding, in full force and effect and enforceable by Seller and, to the

knowledge of Sellers, each other party thereto. Sellers are not in default under

any Assumed Contract nor does there exist any condition or event that after

notice, lapse of time or both would constitute a default by Sellers under any

Assumed Contract. To the knowledge of Sellers, no other party to any Assumed

Contract is in default or breach, or alleged to be in default or breach, under

<PAGE>

any Assumed Contract nor does there exist any condition or event which, after

notice, lapse of time or both, would constitute a default or breach by any other

party to any Assumed Contract. Sellers have not received notice that it is in

default under or in breach of any Assumed Contract or of the election of any

party to any Assumed Contract to cancel, terminate or not to renew any such

Assumed Contract whether in accordance with the terms of any Assumed Contract or

otherwise. Sellers have not given notice to any other party to any Assumed

Contract that such other party is in default thereunder or in breach thereof or

given notice of the termination thereof. The enforceability of the Assumed

Contracts (including the enforceability as owned by Buyer after the Closing)

will not be affected by the transactions contemplated by this Agreement. Except

as indicated on Schedule 3.8, Sellers have the right to assign to Buyer each of

the Assumed Contracts without the consent of any other Person and, upon such

assignment, at the Closing in the manner contemplated by this Agreement, Buyer

shall have all of the rights of Sellers thereunder. All obligations and

liabilities of Sellers under the Assumed Contracts have been accrued on the

Financial Statements.

3.9 Litigation. Except as disclosed in Schedule 3.9, there are no civil,

criminal or administrative actions, suits or investigations pending or, to

Sellers' knowledge, threatened against Sellers in connection with the operation

of the Business, involving the Purchased Assets or that could prevent Buyer from

acquiring the Purchased Assets from Sellers according to the terms set forth in

this Agreement.

3.10 Taxes.

(a) All federal, state, and local Tax returns, Tax reports and information

returns or extensions required to be filed by Sellers or the Subsidiaries have

been timely filed with the appropriate Tax authorities and all applicable Taxes

that are due and payable, have been paid. Since December 31, 2001, neither

Sellers nor the Subsidiaries have incurred any liability for Taxes other than in

the ordinary course of business. No income tax return of Sellers or the

Subsidiaries is currently being audited by the Internal Revenue Service or any

comparable state or foreign agency. There are no disputes pending in respect of,

or claims asserted for, Taxes upon Sellers or the Subsidiaries nor are there any

pending or, to the knowledge of Sellers, threatened audits or investigations or

outstanding matters under discussion with any taxing authorities with respect to

the payment of Taxes or Sellers' or the Subsidiaries' Tax returns. There are no

liens with respect to Taxes (except for liens for taxes, assessments or other

governmental charges not yet due and payable) upon any of the Purchased Assets.

To the knowledge of Sellers, no facts exist or have existed that would

constitute grounds for the imposition of any lien with respect to Taxes upon any

of the Purchased Assets or that would otherwise obligate Buyer to pay any Taxes

related to or arising out of the conduct of the Business of Sellers prior to the

Closing. (b) Neither Parent nor Sellers nor the Subsidiaries have waived any

statute of limitations in respect of Taxes or agreed to any extension of time

with respect to a Tax assessment of deficiency.

will be adequate to cover all unpaid liabilities for Taxes, whether or not

disputed, that have accrued with respect to or are applicable to Pre-Closing Tax

Period and for which the Sellers or the Subsidiaries may be directly or

<PAGE>

contingently liable in its own right or as a transferee of the assets of, or

successor to, any Person.

(d) Neither Seller is a foreign person within the meaning of section

1445(f)(3) of the Code.

(e) All Taxes which Sellers or the Subsidiaries are required by law to

withhold or collect, including without limitation, sales and use taxes, and

amounts required to be withheld

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